SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c) of the Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
|X| Preliminary Information Statement
|_| Confidential, for use of the Commission Only (as permitted
|_| Definitive Information Statement by Rule 14a-6(e)(2))
GIANT JR. INVESTMENTS CORP.
(Name of Registrant as Specified in Charter)
Payment of filing fee (check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
GIANT JR. INVESTMENTS CORP.
2575 MCCABE WAY
IRVINE, CALIFORNIA 92614
INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
REGULATION 14C THEREUNDER
TO OUR STOCKHOLDERS:
This Information Statement is being sent by first class mail to all record and
beneficial owners of the $0.001 par value Common Stock of Giant Jr. Investments
Corp., a Nevada corporation, (the "Company").
On August 1, 2005 the record date for determining the identity of stockholders
who are entitled to receive this Information Statement, 1,394,529 shares of
Common Stock were issued and outstanding. The Common Stock constitutes the sole
outstanding class of voting securities of the Company. Each share of Common
Stock entitles the holder thereof to one vote on all matters submitted to
shareholders. The mailing date of this Information Statement is August __, 2005.
NO VOTE OR OTHER CONSENT OF THE STOCKHOLDERS IS SOLICITED IN
CONNECTION WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
On August 1, 2005, stockholders who collectively own 723,098 shares, or
approximately 52%, of our issued and outstanding Common Stock (the "Consenting
Stockholders"), consented in writing to:
Amend the Company's Articles of Incorporation to change its name to "Financial
Media Group, Inc."
The Consenting Stockholders have not consented to or considered any other
corporate action.
Our Company will pay the cost of printing and distributing this Information
Statement to our stockholders. Brokers, nominees and other custodians will be
instructed to forward copies of this Information Statement to the beneficial
owners of shares held in custodial accounts. We will reimburse brokers, nominees
and other custodians for the expenses incurred in forwarding this Information
Statement to the beneficial owners of our Common Stock.
FORWARD LOOKING STATEMENTS
This Information Statement and other reports that we file with the SEC contain
forward-looking statements about our business containing the words "believes,"
"anticipates," "expects" and words of similar import. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results or performance to be materially different from the
results or performance anticipated or implied by such forward-looking
statements. Given these uncertainties, stockholders are cautioned not to place
undue reliance on forward-looking statements. Except as specified in SEC
regulations, we have no duty to publicly release information that updates the
forward-looking statements contained in this Information Statement. Additional
risks will be disclosed from time to time in our future SEC filings.
GENERAL
This Information Statement is being furnished to all of the Common Stock
shareholders of the Company, in connection with the approval by the Company's
shareholders to change the Company's name to Financial Media Group, Inc.
The Company's Board of Directors and shareholders owning approximately 52% of
the Company's Common Stock on August 1, 2005, approved and recommended that the
Company change its name to Financial Media Group, Inc. Such approval of
recommendations by the Board of Directors and shareholders will become effective
as of the date an Amendment to the Articles of Incorporation (the "Amendment")
is filed with the Nevada Secretary of State, which should be approximately
twenty (20) days after the mailing of this Information Statement to the
Company's shareholders. The Amendment is expected to be filed with the Nevada
Secretary of State on or about September __, 2005, and will become effective
upon such filing (the "Effective Date"). If the proposed action was not adopted
by written consent it would have been required to be considered by the Company's
shareholders, at a special shareholders' meeting convened for the specific
purpose of approving the Amendment.
The elimination of the need for a special meeting of shareholders to approve the
Amendment is authorized by the Nevada Revised Statutes (the "Nevada Law") which
provides that the written consent of the holders of the outstanding shares of
voting stock, having not less than the minimum number of votes which would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, may be substituted for such a
special meeting. Pursuant to the Nevada Law, a majority of the outstanding share
of voting stock entitled to vote thereon is required in order to approve a
change in business status of the Company. In order to eliminate the costs and
management time involved in holding a special meeting and in order to approve
the proposed action as early as possible in order to accomplish the purpose of
the Company as hereafter described, the Board of Directors of the Company voted
to utilize the written consent of the holders of a majority in interest of the
outstanding Common Stock of the Company.
Stockholders, who beneficially own approximately 52% of the outstanding Common
Stock of the Company entitled to vote on the Amendment, gave their written
consent to the approval of such action described in this Information Statement
on August 1, 2005. The written consent became effective on August 1, 2005, the
date on which their written consent was filed with the Secretary of the Company.
The date on which this Information Statement was first sent to the shareholders
is on or about August __, 2005. The record date established by the Company for
the purpose of determining the number of outstanding shares of Common Stock of
the Company is August 1, 2005 (the "Record Date").
Pursuant to the Nevada Law, the Company is required to provide prompt notice of
the taking of the corporation action without a meeting to shareholders who have
not consented in writing to such action. Inasmuch as the Company will have
provided to its shareholders of record this Information Statement, the Company
will notify its shareholders by letter filed under a Current Report on Form 8-K
of the effective date of the change in business status. No additional action
will be undertaken pursuant to such written consents, and no dissenters' rights
under the Nevada Law are afforded to the Company's shareholders as a result of
the approval of the Amendment.
CONSENTING STOCKHOLDERS
On August 1, 2005, the following Consenting Stockholders, who collectively own
approximately 52% of our Common Stock, consented in writing to approve the
Amendment;
NAME SHARES PERCENT
Bruce & Bonnie Caldwell 35,000 2.5%
Forest, Glenneyre & Associates, Inc 433,500 31.1%
Javan Khazali 25,000 1.8%
Dato'Sri Ram Sarma 42,799 3.1%
A. Chandrakumanan 42,799 3.1%
Brent Gordon Bjornson 60,000 4.3%
F.A. Ventures, Inc. 54,000 3.9%
Zebra Equities, Inc. 15,000 1.1%
William B. Barnett 15,000 1.1%
------- -----
TOTAL 723,098 52.0%
Under Nevada law, we are required to give all stockholders written notice of any
actions that are taken by written consent without a stockholders meeting. Under
Section 14(c) of the Securities Exchange Act of 1934 (the "Exchange Act"), the
actions taken by written consent without a shareholders meeting cannot become
effective until 20 days after the mailing date of this Information Statement. We
are not seeking written consent from any of our stockholders and our other
stockholders will not be given an opportunity to vote with respect to the
actions taken. All necessary corporate approvals have been obtained, and this
Information Statement is furnished solely for the purpose of:
o Advising stockholders of the actions taken by written consent, as required
by Nevada law; and
o Giving stockholders advance notice of the actions taken, as required by
the Exchange Act
Stockholders who were not afforded an opportunity to consent or otherwise vote
with respect to the actions taken have no right under Nevada law to dissent or
require a vote of all our stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth Common Stock ownership information as of August
1, 2005, with respect to (i) each person known to the Company to be the
beneficial owner of more than five percent (5%) of the Company's Common Stock;
(ii) each director of the Company; and (iii) all directors, executive officers
and designated shareholders of the Company as a group. This information as to
beneficial ownership was furnished to the Company by or on behalf of the persons
named. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with the Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of common stock indicated as beneficially owned
by them.
AMOUNT
NAME AND ADDRESS BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED CLASS
Javan Khazali, CEO, CFO, and Director 25,000 1.8%
Dato'Sri Ram Sarma, Director 42,799 3.1%(1)
A. Chandrakumanan, Director 42,799 3.1%(2)
Tom Hemingway, Director -0- 0.0%
Dr. Conrad Loreto, Director -0- 0.0%
Diego Moya, Director -0- 0.0%
Forest Glenneyre & Assoc., Inc. 433,500 31.1%
Officers and Directors as a Group 110,598 8%
(6 individuals)
(1) Includes 39,699 shares owned by Kres Private Ltd., a Company of which Mr.
Sarma owns 50% interest.
(2) Includes 39,699 shares owned by Kres Private Ltd., a Company of which Mr.
Chandrakumanan owns 50% interest.
APPROVAL OF
AMENDMENT TO ARTICLES OF INCORPORATION
On August 1, 2005 the Board of Directors of the Company and shareholders owning
approximately 52% of the Company's issued and outstanding common stock approved
an Amendment to the Company's Articles of Incorporation changing the name of the
Company to "Financial Media Group, Inc."
The Board of Directors of the Company has determined that in the best interest
of its shareholders, the Company should consider this name change better
reflects it's current course of action. In this regard the Company will pursue
business in the financial media relations industry.
Therefore, since the Company will be focusing on the financial and the media
area the name Financial Media Group, Inc. more accurately reflects the Company's
planned business model.
Stockholders will not be required to have new stock certificates reflecting the
name change. New stock certificates will be issued in due course as old
certificates are tendered to the Company's transfer agent.
ADDITIONAL INFORMATION
This Information Statement should be read in conjunction with certain reports
that we previously filed with the Securities and Exchange Commission (the
"SEC"), including our:
Annual Report for the year ended August 31, 2004 (the "Form 10-KSB");
Quarterly Report for the quarter ended November 30, 2004 (the "Form 10-QSB").
Quarterly Report for the quarter ended February 29, 2005 (the "Form 10-QSB").
Quarterly Report for the quarter ended May 30, 2005 (the "Form 10-QSB")
Copies of these reports are not included in this Information Statement but may
be obtained from the SEC's web site at http://www.sec.gov/. We will mail copies
of our prior SEC reports to any shareholder upon written request.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Javan Khazali
------------------------------
Javan Khazali, President
Irvine, California
August 9, 2005